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Pulse Seismic Inc. — M&A Activity 2002
Jan 10, 2002
42873_rns_2002-01-10_4f361d24-bc6b-4be6-ac89-f8bb5c344dc9.pdf
M&A Activity
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Joint Press Release November 26, 2001 Pulse Data Inc. TSE Symbol: PSD Cusip No.74586Q 10 9 Request Income Trust TSE Symbol: RSH.UN Cusip No. 76083B 10 5
BUSINESS COMBINATION OF PULSE DATA INC. AND REQUEST INCOME TRUST
CALGARY, ALBERTA NOVEMBER 26, 2001 – The Board of Directors of Pulse Data Inc. (“Pulse”) and the Board of Trustees of ReQuest Income Trust (“ReQuest”) jointly announce that Pulse and ReQuest have entered into a letter of intent providing for the business combination of Pulse and ReQuest. The business combination will be effected on the basis of an exchange of all outstanding ReQuest trust units (“Trust Units”) on a basis of 2.10 common shares of Pulse (“Pulse Shares”) for each Trust Unit. There will be no further distributions to ReQuest unitholders until closing at which time Trust Units will effectively be converted to common shares.
The business combination will proceed either as a plan of arrangement, takeover bid or some other form of mutually acceptable reorganization and is subject to formal documentation being agreed and entered into and applicable regulatory approvals being obtained.
Pursuant to the letter of intent, neither Pulse nor ReQuest will solicit other offers. In addition, both have agreed to pay each other a break fee of $2.5 million should certain events occur. Pulse has received lock-up agreements in support of the transaction totaling approximately 34% of the outstanding Trust Units. ReQuest has received lock up agreements in support of the transaction totaling approximately 51% of the outstanding Pulse Shares.
The management team shall be comprised of a combination of the management of Pulse and ReQuest which shall include Mr. Ken MacDonald, as President and Chief Executive Officer, Mr. Ron Chiovetti as Executive Vice President and Chief Operating Officer, Mr. David Smiddy as Vice President, Finance and Chief Financial Officer, Mr. Brent Gale as Vice President and Mr. Martin McGinnis as Vice President. It is proposed the Board of Directors be comprised of the CEO, a member from ARC Financial Corporation, which currently owns approximately 44% of Pulse, and three independent directors yet to be determined. Raymond James Ltd. is acting as financial advisor to Pulse, and FirstEnergy Capital Corp. is acting as financial advisor to ReQuest, each of which will provide opinions to the Board of Directors of Pulse and Board of Trustees of ReQuest as to the
fairness of the exchange ratio, and to the respective Pulse shareholders and ReQuest unit holders.
This business combination will result in one of the largest free trading (nonexclusive) seismic database in Canada, which is comprised of approximately 4000 km[2] of 3D seismic and over 240,000 km of 2D seismic. This critical mass, in conjunction with a strong combined management group is expected to allow for greater growth and profitability than was previously possible by either entity on a stand-alone basis. In addition to the capital structure and financial strength of the combined entity it will be better positioned to take advantage of future growth opportunities.
Both Pulse and ReQuest specialize in the development, marketing, acquisition and subsequent licensing of non-exclusive seismic data to the oil and gas industry in western Canada. The inventory of seismic data licensed is either obtained by shooting new seismic surveys in the field, or by purchasing existing quality seismic data libraries.
The Toronto Stock Exchange has not reviewed this press release and does not accept responsibility for its adequacy or accuracy.
For further information there will be a conference call at 11:00 AM M.S.T. on Thursday November 29, 2001. The dial in number is 800 565-0813 or if in the Toronto area (416) 695-7896 This conference may be played back by dialing 888 509-0081 or if in the Toronto area (416) 695-9728 until December 4, 2001, or please contact Ken MacDonald, CEO of Pulse or Dave Smiddy CFO of Pulse at (403) 237-5559 or [email protected], or Ron Chiovetti CEO of ReQuest at - (403) 531-0250 or info@request seismic.com.
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